RumbleON (RMBL) 10-Q9 Aug 232023 Q2 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 08, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-38248
Entity Registrant Name	RumbleOn, Inc.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	46-3951329
Entity Address, Address Line One	901 W Walnut Hill Lane
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	214
Local Phone Number	771-9952
Title of 12(b) Security	Class B Common Stock, $0.001 par value
Trading Symbol	RMBL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Entity Central Index Key	0001596961
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Common Class B
Entity Common Stock, Shares Outstanding		16,671,994
Common Class A
Entity Common Stock, Shares Outstanding		50,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 44,373	$ 46,762
Restricted cash	12,776	10,000
Accounts receivable, net	37,402	28,040
Inventory	325,268	323,473
Prepaid expense and other current assets	7,336	7,422
Assets held for sale	24,883	33,662
Current assets of discontinued operations	272	11,377
Total current assets	452,310	460,736
Property and equipment, net	81,249	76,078
Right-of-use assets	170,733	161,822
Goodwill	23,897	21,142
Intangible assets, net	242,387	247,413
Deferred tax assets	64,603	58,115
Assets of discontinued operations	35	23
Other assets	1,645	1,881
Total assets	1,036,859	1,027,210
Current liabilities:
Accounts payable and other current liabilities	84,626	79,439
Vehicle floor plan note payable	246,438	220,176
Current portion of long-term debt and line of credit	18,186	3,645
Current liabilities of discontinued operations	714	8,434
Total current liabilities	349,964	311,694
Long-term liabilities:
Senior secured note	322,763	317,494
Convertible debt, net	33,394	31,890
Line of credit and notes payable	586	25,000
Operating lease liabilities	138,282	126,695
Other long-term liabilities	9,230	8,422
Total long-term liabilities	504,255	509,501
Total liabilities	854,219	821,195
Commitments and contingencies (Notes 2, 3, 5, 6, 9, and 11)
Stockholders' equity:
Additional paid-in capital	593,051	585,937
Accumulated deficit	(406,109)	(375,619)
Class B Common Stock in treasury, at cost, 123,089 shares as of June 30, 2023 and December 31, 2022	(4,319)	(4,319)
Total stockholders' equity	182,640	206,015
Total liabilities and stockholders' equity	1,036,859	1,027,210
Common Class A
Stockholders' equity:
Common stock value	0	0
Common Class B
Stockholders' equity:
Common stock value	$ 17	$ 16

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Treasury stock (in shares)	123,089	123,089
Common Class A
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000	50,000
Common stock, shares, issued (in shares)	50,000	50,000
Common stock, shares, outstanding (in shares)	50,000	50,000
Common Class B
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares, issued (in shares)	16,565,389	16,184,264
Common stock, shares, outstanding (in shares)	16,565,389	16,184,264

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues [Abstract]
Total revenue	$ 382,731	$ 412,182	$ 717,115	$ 746,686
Total cost of revenue	276,330	279,041	520,413	511,874
Gross profit	106,401	133,141	196,702	234,812
Selling, general and administrative	100,313	96,233	186,600	170,605
Depreciation and amortization	5,269	5,862	9,996	10,319
Operating income	819	31,046	106	53,888
Other income (expense):
Interest expense	(18,326)	(12,751)	(35,928)	(23,413)
Other income	101	204	133	204
Change in derivative liability	0	0	0	39
Total other expense	(18,225)	(12,547)	(35,795)	(23,170)
Income (loss) from continuing operations before income taxes	(17,406)	18,499	(35,689)	30,718
Income taxes provision (benefit) from continuing operations	(4,573)	4,852	(6,150)	7,487
Income (loss) from continuing operations, net	(12,833)	13,647	(29,539)	23,231
Income (loss) from operations of discontinued operations	(878)	404	(1,100)	(294)
Income tax provision (benefit) from discontinued operations	(123)	18	(149)	(237)
Income (loss) from discontinued operations, net	(755)	386	(951)	(57)
Net income (loss)	$ (13,588)	$ 14,033	$ (30,490)	$ 23,174
Weighted average number of common shares outstanding - basic (in shares)	16,462,079	16,059,288	16,343,758	15,778,461
Earnings (loss) per share - basic from continuing operations (in dollars per share)	$ (0.78)	$ 0.85	$ (1.81)	$ 1.47
Earnings (loss) per share - basic from discontinued operations (in dollars per share)	$ (0.05)	$ 0.02	$ (0.06)	$ (0.01)
Weighted average number of common shares outstanding - diluted (in shares)	16,462,079	16,095,862	16,343,758	15,841,346
Earnings (loss) per share - diluted from continuing operations (in dollars per share)	$ (0.78)	$ 0.85	$ (1.81)	$ 1.47
Earnings (loss) per share - diluted from discontinued operations (in dollars per share)	$ (0.05)	$ 0.02	$ (0.06)	$ (0.01)
Powersports vehicles
Revenues [Abstract]
Total revenue	$ 269,721	$ 294,591	$ 503,004	$ 534,505
Total cost of revenue	230,263	232,747	431,303	426,258
Parts, service and accessories
Revenues [Abstract]
Total revenue	65,409	65,315	124,478	120,052
Total cost of revenue	34,998	33,945	66,788	63,400
Finance and insurance, net
Revenues [Abstract]
Total revenue	33,178	36,759	60,370	64,261
Vehicle logistics
Revenues [Abstract]
Total revenue	14,423	15,517	29,263	27,868
Total cost of revenue	$ 11,069	$ 12,349	$ 22,322	$ 22,216

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Class A	Common Class B	Common Stock Common Class A	Common Stock Common Class B	Additional Paid in Capital	Accumulated Deficit	Treasury Stock
Beginning balance (in shares) at Dec. 31, 2021				50,000	14,882,022
Beginning balance, amount at Dec. 31, 2021	$ 431,645			$ 0	$ 15	$ 550,055	$ (114,106)	$ (4,319)
Beginning balance, treasury (in shares) at Dec. 31, 2021								123,089
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for restricted stock units (in shares)					12,572
Issuance of common stock in acquisition (in shares)					1,048,718
Issuance of common stock in acquisition	26,512				$ 1	26,511
Stock-based compensation	4,632					4,632
Escrow shares returned in connection with Freedom acquisition (in shares)					(2,446)			2,446
Net (loss) income	23,174						23,174
Ending balance (in shares) at Jun. 30, 2022				50,000	15,940,866
Ending balance, amount at Jun. 30, 2022	485,963			$ 0	$ 16	581,198	(90,932)	$ (4,319)
Ending balance, treasury (in shares) at Jun. 30, 2022								125,535
Beginning balance (in shares) at Mar. 31, 2022				50,000	15,930,740
Beginning balance, amount at Mar. 31, 2022	469,176			$ 0	$ 16	578,444	(104,965)	$ (4,319)
Beginning balance, treasury (in shares) at Mar. 31, 2022								123,089
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for restricted stock units (in shares)					12,572
Stock-based compensation	0					2,754
Escrow shares returned in connection with Freedom acquisition (in shares)					(2,446)			2,446
Net (loss) income	14,033						14,033
Ending balance (in shares) at Jun. 30, 2022				50,000	15,940,866
Ending balance, amount at Jun. 30, 2022	485,963			$ 0	$ 16	581,198	(90,932)	$ (4,319)
Ending balance, treasury (in shares) at Jun. 30, 2022								125,535
Beginning balance (in shares) at Dec. 31, 2022		50,000	16,184,264	50,000	16,184,264
Beginning balance, amount at Dec. 31, 2022	$ 206,015			$ 0	$ 16	585,937	(375,619)	$ (4,319)
Beginning balance, treasury (in shares) at Dec. 31, 2022	123,089							123,089
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for restricted stock units (in shares)					381,125
Issuance of common stock for restricted stock units	$ 0				$ 1	(1)
Stock-based compensation	7,821					7,821
Tax withholding related to vesting of restricted stock units and other	(706)					(706)
Net (loss) income	(30,490)						(30,490)
Ending balance (in shares) at Jun. 30, 2023		50,000	16,565,389	50,000	16,565,389
Ending balance, amount at Jun. 30, 2023	$ 182,640			$ 0	$ 17	593,051	(406,109)	$ (4,319)
Ending balance, treasury (in shares) at Jun. 30, 2023	123,089							123,089
Beginning balance (in shares) at Mar. 31, 2023				50,000	16,295,735
Beginning balance, amount at Mar. 31, 2023	$ 192,024			$ 0	$ 16	588,848	(392,521)	$ (4,319)
Beginning balance, treasury (in shares) at Mar. 31, 2023								123,089
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for restricted stock units (in shares)					269,654
Issuance of common stock for restricted stock units	0				$ 1	(1)
Stock-based compensation	4,910					4,910
Tax withholding related to vesting of restricted stock units and other	(706)					(706)
Net (loss) income	(13,588)						(13,588)
Ending balance (in shares) at Jun. 30, 2023		50,000	16,565,389	50,000	16,565,389
Ending balance, amount at Jun. 30, 2023	$ 182,640			$ 0	$ 17	$ 593,051	$ (406,109)	$ (4,319)
Ending balance, treasury (in shares) at Jun. 30, 2023	123,089							123,089

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (30,490)	$ 23,174
Loss from discontinued operations	(951)	(57)
Income (loss) from continuing operations, net	(29,539)	23,231
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities:
Depreciation and amortization	9,996	10,285
Amortization of debt discount	4,764	3,523
Stock based compensation expense	7,821	4,632
Gain from change in value of derivatives	0	(39)
Deferred taxes	(6,488)	4,023
Originations of loan receivables, net of principal payments received	2,623	(12,973)
Write-down of loan receivable assets	6,156	0
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(9,362)	3,052
Inventory	3,103	(26,820)
Prepaid expenses and other current assets	97	(511)
Other assets	213	(19,112)
Other liabilities	4,001	(3,807)
Accounts payable and accrued liabilities	1,377	15,329
Floor plan trade note borrowings	(1,056)	28,140
Net cash provided by (used in) operating activities of continuing operations	(6,294)	28,953
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions, net of cash received	(3,300)	(64,188)
Purchase of property and equipment	(6,004)	(1,464)
Technology development	(1,066)	(3,462)
Net cash used in investing activities of continuing operations	(10,370)	(69,114)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from new secured debt	0	84,500
Proceeds from ROF credit facility for the purchase of consumer finance loans	0	13,650
Repayment of debt and line of credit	(8,371)	(32,791)
Repayment of note payables	0	(2,091)
Increase in borrowings from non-trade floor plans	25,192	1,548
Net cash provided by financing activities of continuing operations	16,821	64,816
CASH FLOWS FROM DISCONTINUED OPERATIONS
Net cash provided by operating activities	3,667	7,371
Net cash used in financing activities	(5,254)	(6,318)
Net cash provided by (used in) discontinued operations	(1,587)	1,053
NET INCREASE (DECREASE) IN CASH	(1,430)	25,708
Cash and restricted cash at beginning of period	58,579	51,974
Cash and restricted cash at end of period	$ 57,149	$ 77,682

DESCRIPTION OF BUSINESS AND SIG

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2023
Accounting Policies [Abstract]
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES	DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Description of Business Unless the context requires otherwise, references in these financial statements to “RumbleOn,” the “Company,” “we,” “us,” and “our” refer to RumbleOn, Inc. and its consolidated subsidiaries. RumbleOn is the nation's first and largest publicly traded, technology-enhanced dealership group platform in the powersports industry. Headquartered in the Dallas Metroplex, RumbleOn is revolutionizing the customer experience for outdoor enthusiasts across the country and providing more choices in making powersports vehicles accessible to more people in more places than ever before. We strive to build long-term value for our customers, employees, and shareholders with the nation’s largest network of powersports dealerships, service departments, and fulfillment centers operated by our highly-trained and knowledgeable team. We are transforming the powersports customer experience by giving consumers what they want - a wide selection, great value and quality, and an easy transaction. Every element of our business, from inventory procurement, to fulfillment, to overall ease of transactions, has been built for a singular purpose – to create an unparalleled customer experience in the powersports industry regardless of whether they are shopping our inventory online or in-store. Although our primary focus is on the customer experience and building market share in the powersports industry, during 2022 and 2023 we participated in the automotive industry through our wholly-owned wholesale distributor of used automotive inventory, Wholesale, Inc. ("Wholesale Inc."), and our exotics retailer AutoSport USA, Inc., which does business under the name Got Speed. In the third quarter of 2022, we announced we would be winding down our wholesale automotive business. The process of winding down this business was completed as of June 30, 2023, and we have reported the operations of this segment of our business as discontinued operations within the Condensed Consolidated Financial Statements. Our logistics services company, Wholesale Express, LLC ("Wholesale Express"), provides freight brokerage services facilitating transportation for dealers and consumers. On August 31, 2021 (the “RideNow Closing Date”), RumbleOn, Inc. completed its business combination with RideNow Powersports ("RideNow"), the nation's largest powersports retailer group. On February 18, 2022 (the “Freedom Closing Date”), the Company completed its acquisition of Freedom Powersports, LLC (“Freedom Powersports”) and Freedom Powersports Real Estate, LLC (“Freedom Powersports - RE,” and together with Freedom Powersports, the “Freedom Entities”), a retailer group with 13 locations in Texas, Georgia, and Alabama. Since the acquisitions of RideNow and Freedom Powersports, we have made a handful of smaller acquisitions. We plan to continue the growth of our powersports footprint through strategic acquisitions. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim information and with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Condensed Consolidated Financial Statements include the accounts of RumbleOn, Inc. and its subsidiaries, which are all wholly owned, including RideNow and the Freedom Entities from the respective dates these businesses were acquired. In accordance with those rules and regulations, the Company has omitted certain information and notes required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end condensed balance sheet data was derived from audited financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results expected for the entire fiscal year. All intercompany accounts and material intercompany transactions have been eliminated. Use of Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions, and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenue and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions, and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates. In particular, current or future macro economic conditions, as well as the effect of economic conditions on the Company’s operations, may impact future estimates including, but not limited to inventory valuations, fair value measurements, asset impairment charges, and discount rate assumptions. These conditions may include, but are not limited to, recession, inflation, interest rates, unemployment levels, the state of the housing market, gasoline prices, consumer credit availability, consumer credit delinquency and loss rates, personal discretionary spending levels, and consumer sentiment about the economy in general. These conditions and the economy in general could be affected by significant national or international events such as a global health crisis, acts of terrorism, or acts of war. If economic conditions worsen or stagnate, it can have a material adverse effect on consumer demand as well as the availability of credit to finance powersports and vehicle purchases, which could adversely impact our business and results of operations. Liquidity and Management’s Plans As described more completely in Note 5, the Company was not in compliance with certain financial covenants contained in various debt agreements at June 30, 2023, providing the lenders the ability to accelerate the outstanding loan balances to the Company if a compliance waiver or loan amendment is not obtained. On August 9, 2023, the Company and Oaktree Fund Administration, LLC executed Amendment No. 5 (as defined in Note 5) to the Term Loan Credit Agreement, which provides the Company a covenant waiver as of June 30, 2023 and as of September 30, 2023, and more favorable financial covenants for each quarter through the second quarter of 2024. Amendment No. 5 also requires the Company to undertake certain actions in the coming months to generate additional liquidity that will be used to repay a portion of the outstanding balance of the Term Loan Credit Agreement. These actions include divesting of certain assets and completing a $100,000 rights offering, for which the Company has received binding commitments for up to $100,000 if the rights offering is not fully subscribed. Management has initiated plans that will allow the Company to remain in compliance with all revised covenants under Amendment No. 5. The Company has classified certain assets as held for sale at June 30, 2023 and also executed a Standby Purchase Agreement on August 8, 2023 that provides binding commitments for up to $100,000 from certain existing shareholders if the rights offering is not fully subscribed. Management has considered these plans, including if they are within the control of the Company, in evaluating ASC 205-40, Presentation of Financial Statements. Management believes the above actions are sufficient to allow the Company to meet its obligations as they become due for a period of at least 12 months from the issuance of these financial statements and to comply with the amended financial covenants of Amendment No. 5. Management believes that it has alleviated any substantial doubt regarding the Company’s ability to continue as a going concern. Correction of an Immaterial Misstatement Related to Prior Periods During the quarter ended December 31, 2022, the Company identified a misstatement in its accounting for internal powersports revenue and internal powersports cost of sales, which were included in the consolidated statements of operations rather than being eliminated, which resulted in an overstatement of both revenue and cost of sales, with no impact to gross profit, operating income (loss), or net income (loss). The misstatement impacted the unaudited Condensed Consolidated Financial Statements for the three month periods ended March 31, 2022, June 30, 2022, and September 30, 2022. The Company evaluated the misstatement and concluded that the impact was not material, either individually or in the aggregate, to its current or previously issued consolidated financial statements. The Company has corrected the Condensed Consolidated Financial Statements by decreasing powersports revenue and cost of sales for the three months ended June 30, 2022 by $18,094 and $18,094, respectively, and for the six months ended June 30, 2022 by $32,813 and $32,813, respectively. Recent Pronouncements Adoption of New Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on January 1, 2023. The standard did not have a material impact on the Company's Condensed Consolidated Financial Statements for the six months ended June 30, 2023. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” This ASU refines the scope of ASC 848 and clarifies some of its guidance as part of the Board's monitoring of global reference rate reform activities. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities. In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848." This ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. These new standards were effective upon issuance and generally can be applied to applicable contract modifications. Our senior secured debt and most of our floorplan arrangements have transitioned from LIBOR to the use of SOFR or an alternative benchmark rate as of June 30, 2023. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 instead of being recorded at fair value. The Company early adopted these requirements prospectively in the first quarter of 2022. Accounting for Business Combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and other fair value adjustments with respect to certain assets acquired and liabilities assumed. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our Condensed Consolidated Statements of Operations. We use the income approach to determine the fair value of certain identifiable intangible assets including franchise rights. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. We base our assumptions on estimates of future cash flows, expected growth rates, etc. We base the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. We believe the estimated purchased franchise rights and non-compete intangible asset amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets. Assets Held for Sale We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is probable and we expect the completed sale will occur within one year; and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying amount or its estimated fair value, less estimated costs to sell, and we cease depreciation .

ACQUISITIONS

ACQUISITIONS	6 Months Ended
ACQUISITIONS	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	ACQUISITIONS Freedom Transaction On November 8, 2021, RumbleOn entered into a Membership Interest Purchase Agreement to acquire 100% of the equity interests of the Freedom Entities, and completed the acquisition on the Freedom Closing Date (the “Freedom Transaction”). The Freedom Entities own and operate powersports retail dealerships, including associated real estate, involving sales, financing, and parts and service of new and used motorcycles, ATVs, UTVs, scooters, side-by-sides, sport bikes, cruisers, watercraft, and other powersports vehicles. We accounted for the Freedom Transaction as a business combination under ASC 805, Business Combinations . Under the terms of the Membership Interest Purchase Agreement, all outstanding equity interests of the Freedom Entities were acquired for total consideration of $97,237, consisting of $70,569 paid in cash, including certain transaction expenses paid on behalf of the Freedom Entities' equity holders, and issuance of 1,048,718 shares of Class B Common Stock with a value of $26,511 on the Freedom Closing Date. On June 22, 2022, 2,446 shares of Class B Common Stock held in escrow were cancelled as part of the final purchase price adjustment. The following table summarizes the final components of consideration transferred by the Company for the Freedom Transaction: Cash $ 70,569 Class B Common Stock 26,511 Acquiree transaction expenses paid by the Company at closing 157 Total purchase price consideration $ 97,237 Freedom Transaction Estimated Fair Value of Assets and Liabilities Assumed On February 18, 2022, the Company completed its acquisition of the Freedom Entities. The Company finalized its accounting for consideration transferred, assets acquired, and liabilities assumed during the quarter ended March 31, 2023. All adjustments were recorded within the measurement period that ended on February 17, 2023. Total goodwill acquired as part of the Freedom Entities acquisition was $29,359. All of Freedom Entities' acquired assets and liabilities, including goodwill recognized as a result of the Freedom Transaction, have been included in the Company’s Powersports reporting segment, as the Freedom Entities business is entirely within the Company’s Powersports segment. The Company finalized its valuation of assets acquired, including intangible assets, and has recorded appropriate adjustments to the purchase price allocation during the measurement period. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenue and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. The Company uses the income approach to determine the fair value of certain identifiable intangible assets including franchise rights. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, retention factors, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. The Company believes the estimated purchased franchise rights and non-compete agreements amounts so determined represent the fair value at the date of acquisition, and do not exceed the amount a third-party would pay for such assets. Pro Forma Information for Acquisitions The Company has included the operating results of the Freedom Entities in its consolidated statements of operations since February 18, 2022. The following unaudited pro forma financial information presents consolidated information of the Company as if the Freedom Transaction was completed at December 31, 2021. Six Months Ended June 30, 2023 2022 (unaudited) Pro forma revenue from continuing operations $ 717,115 $ 770,396 Pro forma net income (loss) from continuing operations $ (29,539) $ 23,387 Earnings (loss) per share from continuing operations - basic $ (1.81) $ 1.48 Weighted average number of shares - basic 16,343,758 15,778,461 Earnings (loss) per share from continuing operations - fully diluted $ (1.81) $ 1.48 Weighted average number of shares - fully diluted 16,343,758 15,841,346 Red Hills Powersports Acquisition On March 3, 2023, the Company acquired Red Hills powersports, a single retail location representing 10 original equipment manufacturers ("OEMs") in Tallahassee, Florida, for total consideration approximating $3,300 in cash.

LEASES

LEASES	6 Months Ended
LEASES	Jun. 30, 2023
Leases [Abstract]
LEASES	LEASES Lease Commitments We determine whether an arrangement is a lease at inception and whether such leases are operating or financing leases. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. We use these options in determining our capitalized financing and right-of-use assets and lease liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. To determine the discount rate to use in determining the present value of the lease payments, we use the rate implicit in the lease if determinable, otherwise we use our incremental borrowing rate. The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification June 30, 2023 December 31, 2022 Assets: Operating Right-of-use assets $ 170,733 $ 161,822 Total right-of-use assets $ 170,733 $ 161,822 Liabilities: Current: Operating Accounts payable and other current liabilities $ 24,591 $ 24,075 Non-Current: Operating Long-term portion of operating lease liabilities 138,282 126,695 Total lease liabilities $ 162,873 $ 150,770 The weighted-average remaining lease term and discount rate for the Company's operating leases are as follows: June 30, 2023 December 31, 2022 Weighted average lease term-operating leases 14.0 years 14.6 years Weighted average discount rate-operating leases 14.0% 14.0% The following table provides information related to the lease costs of finance and operating leases for the three and six months ended June 30, 2023 and 2022: Lease Expense Income Statement Classification Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating Selling, general and administrative expenses $ 8,525 $ 7,565 $ 16,674 $ 14,428 Finance: Amortization of ROU assets Depreciation and amortization expense — — — 41 Interest on lease liabilities Interest expense — — — 124 Total lease costs $ 8,525 $ 7,565 $ 16,674 $ 14,593 In connection with the acquisition of the RideNow companies on August 31, 2021 (the "RideNow Transaction"), the Company entered into related party leases for 24 properties. The following table provides information related to the portion of lease assets and liabilities which are attributable to related party leases at June 30, 2023: Leases Balance Sheet Classification June 30, 2023 December 31, 2022 Assets: Right of use assets – related party $ 104,376 $ 105,264 All other right-of-use assets 66,357 56,558 Total Right-of-use assets $ 170,733 $ 161,822 Liabilities: Current: Current portion of lease liabilities – related party $ 13,997 $ 14,492 Current portion of lease liabilities – all other leases 10,594 9,583 Total Accounts payable and other current liabilities $ 24,591 $ 24,075 Non-Current: Long-term portion of lease liabilities – related party 96,538 93,713 Long-term portion of lease liabilities – all other leases 41,744 32,982 Total Operating lease liabilities $ 138,282 $ 126,695 Total lease liabilities $ 162,873 $ 150,770 Supplemental cash flow information related to operating leases for the six months ended June 30, 2023 and 2022 was as follows: Six Months Ended June 30, 2023 2022 Cash payments for operating leases $ 14,244 $ 12,240 ROU assets obtained in exchange for new operating lease liabilities $ 14,383 $ 15,103 The following table summarizes the future minimum payments for operating leases at June 30, 2023 due in each year ending December 31: Year Operating Leases 2023 $ 15,394 2024 30,314 2025 28,601 2026 26,927 2027 26,131 Thereafter 282,415 Total lease payments 409,782 Less: imputed interest (246,909) Present value of operating lease liabilities $ 162,873
LEASES	LEASES Lease Commitments We determine whether an arrangement is a lease at inception and whether such leases are operating or financing leases. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. We use these options in determining our capitalized financing and right-of-use assets and lease liabilities. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. To determine the discount rate to use in determining the present value of the lease payments, we use the rate implicit in the lease if determinable, otherwise we use our incremental borrowing rate. The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification June 30, 2023 December 31, 2022 Assets: Operating Right-of-use assets $ 170,733 $ 161,822 Total right-of-use assets $ 170,733 $ 161,822 Liabilities: Current: Operating Accounts payable and other current liabilities $ 24,591 $ 24,075 Non-Current: Operating Long-term portion of operating lease liabilities 138,282 126,695 Total lease liabilities $ 162,873 $ 150,770 The weighted-average remaining lease term and discount rate for the Company's operating leases are as follows: June 30, 2023 December 31, 2022 Weighted average lease term-operating leases 14.0 years 14.6 years Weighted average discount rate-operating leases 14.0% 14.0% The following table provides information related to the lease costs of finance and operating leases for the three and six months ended June 30, 2023 and 2022: Lease Expense Income Statement Classification Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating Selling, general and administrative expenses $ 8,525 $ 7,565 $ 16,674 $ 14,428 Finance: Amortization of ROU assets Depreciation and amortization expense — — — 41 Interest on lease liabilities Interest expense — — — 124 Total lease costs $ 8,525 $ 7,565 $ 16,674 $ 14,593 In connection with the acquisition of the RideNow companies on August 31, 2021 (the "RideNow Transaction"), the Company entered into related party leases for 24 properties. The following table provides information related to the portion of lease assets and liabilities which are attributable to related party leases at June 30, 2023: Leases Balance Sheet Classification June 30, 2023 December 31, 2022 Assets: Right of use assets – related party $ 104,376 $ 105,264 All other right-of-use assets 66,357 56,558 Total Right-of-use assets $ 170,733 $ 161,822 Liabilities: Current: Current portion of lease liabilities – related party $ 13,997 $ 14,492 Current portion of lease liabilities – all other leases 10,594 9,583 Total Accounts payable and other current liabilities $ 24,591 $ 24,075 Non-Current: Long-term portion of lease liabilities – related party 96,538 93,713 Long-term portion of lease liabilities – all other leases 41,744 32,982 Total Operating lease liabilities $ 138,282 $ 126,695 Total lease liabilities $ 162,873 $ 150,770 Supplemental cash flow information related to operating leases for the six months ended June 30, 2023 and 2022 was as follows: Six Months Ended June 30, 2023 2022 Cash payments for operating leases $ 14,244 $ 12,240 ROU assets obtained in exchange for new operating lease liabilities $ 14,383 $ 15,103 The following table summarizes the future minimum payments for operating leases at June 30, 2023 due in each year ending December 31: Year Operating Leases 2023 $ 15,394 2024 30,314 2025 28,601 2026 26,927 2027 26,131 Thereafter 282,415 Total lease payments 409,782 Less: imputed interest (246,909) Present value of operating lease liabilities $ 162,873

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	6 Months Ended
GOODWILL AND INTANGIBLE ASSETS	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	GOODWILL AND INTANGIBLE ASSETS The carrying amount of goodwill, franchise rights, and other intangible assets as of June 30, 2023 and December 31, 2022 is as follows: June 30, 2023 December 31, 2022 Goodwill $ 23,897 $ 21,142 Other intangible assets Franchise rights - indefinite life $ 236,678 $ 236,723 Definite lived - non-compete agreements and other 23,795 23,750 260,473 260,473 Less: accumulated amortization 18,086 13,060 Intangible assets, net $ 242,387 $ 247,413 The following summarizes the changes in the carrying amount of goodwill by reportable segment from December 31, 2022 to June 30, 2023. Powersports Vehicle Logistics Total Balance at December 31, 2022 $ 20,294 $ 848 $ 21,142 Acquisition of store in Tallahassee, FL 2,600 — 2,600 Four Wheels purchase accounting adjustments (106) — (106) Freedom Powersports purchase accounting adjustments 261 — 261 Balance at June 30, 2023 $ 23,049 $ 848 $ 23,897 In addition to annual impairment testing, the Company continuously monitors for events and circumstances that could indicate that it is more likely than not that its goodwill, indefinite lived intangible assets, finite lived intangible assets, and other long-lived assets are impaired or not recoverable (a triggering event), requiring an interim impairment test. During the quarter ended June 30, 2023, the Company considered a number of factors including, but not limited to, current macroeconomic conditions such as inflation, economic growth, and interest rate movements, industry and market considerations, stock price performance (including performance relative to peers), and overall financial performance of the Company. Based on the analysis of relevant events and circumstances, the Company concluded a triggering event had not occurred as of June 30, 2023. The Company will continue to monitor both macroeconomic and company-specific events and circumstances in future periods and if a triggering event is identified prior to the Company’s fourth quarter annual impairment test, management will complete an interim impairment test at that time. Estimated annual amortization expense related to other intangibles: 2023 $ 2,886 2024 2,653 2025 99 Thereafter — $ 5,638

NOTES PAYABLE AND LINES OF CRED

NOTES PAYABLE AND LINES OF CREDIT	6 Months Ended
NOTES PAYABLE AND LINES OF CREDIT	Jun. 30, 2023
Debt Disclosure [Abstract]
NOTES PAYABLE AND LINES OF CREDIT	NOTES PAYABLE AND LINES OF CREDIT Notes payable consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Term Loan Credit Agreement maturing on August 31, 2026. Amortization payments are required quarterly. Interest rate at June 30, 2023 was 13.41%. $ 344,431 $ 346,066 ROF Consumer Finance Facility maturing on February 4, 2025. Interest rate at June 30, 2023 was 10.17%. 18,030 25,000 Notes payable for leasehold improvements and other 752 — Total principal amount 363,213 371,066 Less: unamortized debt issuance costs (21,668) (28,572) Total long-term debt 341,545 342,494 Less: Current portion of long-term debt (18,186) (3,645) Long-term debt, net of current portion $ 323,359 $ 338,849 Floor plan notes payable as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Floor plans notes payable - trade $ 74,331 $ 75,387 Floor plans notes payable - non-trade 172,107 144,789 Floor plan notes payable $ 246,438 $ 220,176 Term Loan Credit Agreement On the RideNow Closing Date, the Company entered into a new term loan credit agreement (the “Oaktree Credit Agreement”) among the Company, as borrower, the lenders party thereto (the "Lenders"), and Oaktree Fund Administration, LLC, as administrative agent and collateral agent (the “Administrative Agent”). The Oaktree Credit Agreement provides for secured credit facilities in the form of a $280,000 principal amount of initial term loans (the “Initial Term Loan Facility”) and a $120,000 in aggregate principal amount of delayed draw term loans (the “Delayed Draw Term Loans Facility”). The proceeds from the Initial Term Loan Facility were used to consummate the RideNow Transaction and to provide for working capital. Loans under the Delayed Draw Term Loans Facility were subject to customary conditions precedent for facilities of this type including the need to meet certain financial tests and became available six (6) months after the RideNow Closing Date and were unavailable to be drawn after the eighteen (18) month anniversary of the RideNow Closing Date, which occurred on March 1, 2023. In connection with providing the debt financing for the RideNow Transaction, and pursuant to the commitment letter executed on March 15, 2021, the Company issued warrants to purchase $40,000 of shares of Class B Common Stock to Oaktree Capital Management, L.P. and its lender affiliates (the “Warrants”). On February 18, 2022, in conjunction with the Freedom Transaction, the Company drew down $84,500 against the Delayed Draw Term Loans Facility. During the fourth quarter of 2022, the Company made a voluntary principal repayment of $15,000 to the Oaktree Credit Facility. As of June 30, 2023, the Oaktree Credit Agreement does not provide for any available financing under the Delayed Draw Term Loans Facility. The loan under the Oaktree Credit Agreement is reported on the balance sheet as senior secured debt, net of debt discount and debt issuance costs of $21,668, including the fair value of the Warrants of $10,950. Borrowings under the Oaktree Credit Agreement bear interest at a rate per annum equal, at the Company’s option, to either (a) LIBOR (with a floor of 1.00%), plus an applicable margin of 8.25% or (b) a fluctuating adjusted base rate in effect from time to time, plus an applicable margin of 7.25%, provided that Amendment No. 5 (as defined below) provides that an additional 0.50% of interest will accrue from the Amendment No 5 Effective Date (as defined below) through June 20, 2024 (which additional interest may be paid in cash or paid-in-kind). At the Company’s option, one percent (1.00%) of such interest may be payable in kind. The interest rate on June 30, 2023, was 13.41%. Interest expense for the three and six months ended June 30, 2023 was $13,353 and $26,295, respectively, which included amortization of $1,672 and $3,260, respectively, related to the discount and debt issuance costs. Interest expense for the three and six months ended June 30, 2022 was $11,009 and $19,700, respectively, which included amortization of $1,960 and $3,236, respectively related to the discount and debt issuance costs. While the Oaktree Credit Agreement notes that Secured Overnight Financing Rate ("SOFR") may be selected as the alternative benchmark rate, this alternative benchmark had not been selected as of June 30, 2023. The Company selected SOFR as the alternative benchmark effective July 1, 2023. Obligations under the Oaktree Credit Agreement are secured by a first-priority lien on substantially all of the assets of the Company and its wholly-owned subsidiaries (the “Subsidiary Guarantors”), although certain assets of the Company and Subsidiary Guarantors are subject to a first-priority lien in favor of floor plan lenders, and such liens and priority are subject to certain other exceptions. The Subsidiary Guarantors also guarantee the obligations of the Company under the Oaktree Credit Agreement. We provided customary representations and covenants under the Oaktree Credit Agreement which include financial covenants and collateral performance covenants. At June 30, 2023, the Company was not in compliance with certain leverage ratio financial covenants under the Oaktree Credit Agreement. On August 9, 2023 (the "Amendment No. 5 Effective Date"), the Company, the Subsidiary Guarantors party thereto, the Administrative Agent, and the Lenders party thereto executed Amendment No. 5 to Term Loan Credit Agreement (the “Amendment No. 5”), pursuant to which, among other things: (i) all leverage ratio financial covenants under the Oaktree Credit Agreement were (a) eliminated and not tested for the for the quarters ending June 30, 2023 and September 30, 2023 and (b) made less restrictive for the quarters ending December 31, 2023, March 31, 2024, and June 30, 2024; (ii) additional performance covenants were added requiring the Company and its subsidiaries to use commercially reasonable best efforts to dispose of certain non-core real estate and monetize its consumer loan portfolios (with corresponding requirements to use such proceeds of such sales to pay down the term loans under the Oaktree Credit Agreement); (iii) an additional performance covenant was added requiring the Company raise net cash proceeds of not less than $100,000 from the issuance of common equity interests in the Company by December 1, 2023 (with a corresponding requirement to use certain of such equity proceeds to pay down the term loans under the Oaktree Credit Agreement), and (iv) an additional performance covenant was added requiring the Company to issue warrants, exercisable for an anticipated aggregate of 1,212,121 shares at an anticipated price of $12 per share, in a form to be agreed upon, to the Lender. In connection with Amendment No. 5, the Company agreed to pay a nominal fee which may be paid in cash or paid-in-kind. The elimination of the June 30, 2023 leverage ratio financial covenants was made effective as of June 30, 2023, and the Lenders agreed in Amendment No. 5 that no event of default exists or arises from such leverage ratio financial covenants as of such date. Based on the amended terms of the Oaktree Credit Agreement, the Company believes that it will be in compliance with all covenants under the Oaktree Credit Agreement, as amended by Amendment No. 5, for the next one year period. As of June 30, 2023, the Company has classified obligations under the Oaktree Credit Agreement as non-current liabilities. RumbleOn Finance Line of Credit On February 4, 2022, RumbleOn Finance and ROF SPV I, LLC ("ROF"), an indirect subsidiary of RumbleOn, entered into a consumer finance facility ("ROF Consumer Finance Facility") primarily to provide up to $25,000 for the underwriting of consumer loans underwritten by ROF. Credit Suisse AG, New York Branch (“Credit Suisse”) is the managing agent of the ROF Consumer Finance Facility, and RumbleOn Finance is the borrower. All loans under this agreement are secured by certain collateral including the consumer finance loans purchased by the ROF Consumer Finance Facility. We provided customary representations and covenants under the related agreements which include financial covenants and collateral performance covenants. Loans sold to or in the ROF Consumer Finance Facility are subject to certain eligibility criteria, concentration limits and reserves. As of June 30, 2023, RumbleOn Finance did not meet the interest rate spread requirement set forth in the ROF Consumer Finance Facility as a result of increased interest rates and limited growth of our consumer finance business. The lender has indicated no current intention to request early repayment of the principal balance due under the ROF Consumer Finance Facility as of June 30, 2023. We intend to sell the loan portfolio held at RumbleOn Finance and pay off the outstanding balance during the second half of 2023. As of June 30, 2023, the outstanding balance due under the ROF Consumer Finance Facility was $18,030, which is reflected in the current portion of long-term debt and line of credit in the accompanying Condensed Consolidated Balance Sheets. The value of the loan receivable assets held by RumbleOn Finance, which approximated $24,883 net of allowance for loan losses, is included in assets held for sale in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2023. Floor Plan Notes Payable The Company relies on its floorplan vehicle financing credit lines (“Floorplan Lines”) to finance new and used vehicle inventory at its retail locations and for the wholesale segment. Floor plan notes payable - trade reflects amounts borrowed to finance the purchase of specific new and, to a lesser extent, used vehicle inventory with corresponding manufacturers' captive finance subsidiaries (“trade lenders”). Floor plan notes payable - non-trade represents amounts borrowed to finance the purchase of specific new and used vehicle inventories with non-trade lenders. Changes in vehicle floor plan notes payable - trade are reported as operating cash flows and changes in floor plan notes payable - non-trade are reported as financing cash flows in the accompanying Consolidated Statements of Cash Flows. Inventory serves as collateral under floor plan notes payable borrowings. The inventory balance in its entirety also serves as collateral under the Oaktree Credit Agreement. On October 26, 2022, the Company entered into a Floorplan Line with J.P. Morgan (the “J.P. Morgan Credit Line”). As of June 30, 2023, advances under the J.P. Morgan Credit Line are limited to $75,000 and the outstanding balance was $27,104. Interest expense on the J.P. Morgan Credit Line for the three and six months ended June 30, 2023 was $421 and $808, respectively. As of June 30, 2023, the Company is in compliance with the covenant terms of its floor plan agreements.

CONVERTIBLE NOTES

CONVERTIBLE NOTES	6 Months Ended
CONVERTIBLE NOTES	Jun. 30, 2023
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	CONVERTIBLE NOTES As of June 30, 2023 and December 31, 2022, the outstanding convertible senior notes net of debt discount and issue costs are summarized as follows: June 30, 2023 December 31, 2022 Principal Amount Debt Discount Carrying Amount Principal Amount Debt Discount Carrying Amount Convertible senior notes $ 38,750 $ (5,356) $ 33,394 $ 38,750 $ (6,860) $ 31,890 Less: Current portion — — — — — — Long-term portion $ 38,750 $ (5,356) $ 33,394 $ 38,750 $ (6,860) $ 31,890 Convertible Senior Notes The convertible senior notes (the "Notes") were issued on January 14, 2020 pursuant to an Indenture (the "Indenture"), by and between the Company and the trustee. The Indenture includes customary representations, warranties and covenants by the Company. The Notes bear interest at 6.75% per annum, payable semiannually on January 1 and July 1 of each year, beginning on July 1, 2020. The Notes may bear additional interest under specified circumstances relating to the Company's failure to comply with its reporting obligations under the Indenture or if the Notes are not freely tradable as required by the Indenture. The Notes mature on January 1, 2025, unless earlier converted, redeemed or repurchased pursuant to their terms. The initial conversion rate of the Notes is 25 shares of Class B Common Stock per $1 principal amount of Notes, which is equal to an initial conversion price of $40.00 per share. The conversion rate is subject to adjustment in certain events as set forth in the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a "make-whole fundamental change", the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert the Notes in connection with such make-whole fundamental change. Before July 1, 2024, the Notes will be convertible only under circumstances as described in the Indenture. No adjustment to the conversion rate as a result of conversion or a make-whole fundamental change adjustment will result in a conversion rate greater than 62 shares per $1 in principal amount. The Indenture contains a “blocker provision” which provides that no holder (other than the depository with respect to the Notes) or beneficial owner of Notes shall have the right to receive shares of the Class B Common Stock upon conversion to the extent that, following receipt of such shares, such holder or beneficial owner would be the beneficial owner of more than 4.99% of the outstanding shares of the Class B Common Stock. The Notes are subject to events of default typical for this type of instrument. If an event of default, other than an event of default in connection with certain events of bankruptcy, insolvency or reorganization of the Company or any significant subsidiary, occurs and is continuing, the trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the Trustee, may declare 100% of the principal of and accrued and unpaid interest, if any, on all the Notes then outstanding to be due and payable. The Notes also contain conversion features related to certain events, which include liquidation or dissolution, as well as fundamental changes to the structure or ownership of the Company. The Notes were not redeemable by the Company before the January 14, 2023. The Company may redeem for cash all or any portion of the Notes, at its option, on or after January 14, 2023 if the last reported sale price of the Class B Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100.0% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. The Notes rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities of current or future subsidiaries of the Company (including trade payables). Interest expense recognized with respect to the Notes for the three and six months ended June 30, 2023 and 2022 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Contractual interest expense $ 657 $ 657 $ 1,314 $ 1,313 Amortization of debt discount 765 644 1,498 1,262 Total interest expense $ 1,422 $ 1,301 $ 2,812 $ 2,575

STOCKHOLDER'S EQUITY

STOCKHOLDER'S EQUITY	6 Months Ended
STOCKHOLDER'S EQUITY	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCKHOLDER'S EQUITY	STOCKHOLDER'S EQUITY Stock-Based Compensation On June 30, 2017, the Company’s shareholders approved a Stock Incentive Plan (the “Plan”) allowing for the issuance of restricted stock units ("RSUs"), stock options, and other equity awards (collectively “Awards”). As of June 30, 2023, the number of shares authorized for issuance under the Plan was 2,700,000 shares of Class B Common Stock. To date, most RSU and Option awards are service/time based vested over a period of up to three years. The Company estimates the fair value of all awards granted under the Plan on the date of grant. In the case of time or service based RSU awards, the fair value is based on the share price of the Class B Common Stock on the date of the award, with the fair value expense on a straight line basis over the vesting period. The following table reflects the stock-based compensation for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Restricted Stock Units $ 4,910 $ 2,753 $ 7,821 $ 4,632 Stock Options — — — — Total stock-based compensation $ 4,910 $ 2,753 $ 7,821 $ 4,632 As of June 30, 2023, there was 951,600 RSUs outstanding. The total unrecognized compensation expense related to outstanding equity awards was approximately $13,346, which the Company expects to recognize over a weighted-average period of approximately 22 months. Total unrecognized equity-based compensation expense will be adjusted for actual forfeitures. Security Offering As part of the Freedom Transaction, the Company issued to Freedom's security holders 1,048,718 shares of RumbleOn Class B Common Stock totaling $26,511 on February 18, 2022. On June 22, 2022, 2,446 shares of Class B Common Stock held in escrow were cancelled as part of the final purchase price adjustment.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	6 Months Ended
SUPPLEMENTAL CASH FLOW INFORMATION	Jun. 30, 2023
Supplemental Cash Flow Information [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	SUPPLEMENTAL CASH FLOW INFORMATION The following table includes supplemental cash flow information, including noncash investing and financing activity for the six months ended June 30, 2023 and 2022: Six Months Ended June 30, 2023 2022 Cash paid for interest $ 31,125 $ 21,775 Cash paid for taxes $ 893 $ 4,875 Capital expenditures and technology development costs included in accounts payable and other current liabilities $ 309 $ 1,500 Capital expenditures included in line of credit and notes payable $ 752 $ — Fair value of 1,048,718 Class B Common Stock issued in the Freedom Transaction $ — $ 26,511 The following table shows the cash and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Cash $ 44,373 $ 48,579 Restricted cash (1) 12,776 10,000 Total cash, cash equivalents, and restricted cash $ 57,149 $ 58,579 (1) Amounts included in restricted cash are primarily comprised of the deposits required under the Company's various floor plan lines of credit and ROF Consumer Finance Facility.

INCOME TAXES

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESThe Company's provision for (benefit from) income taxes on continuing operations for the three months and six months ended June 30, 2023 was ($4,573) and ($6,150), respectively, representing effective income tax rates of 26.3% and 17.2%, respectively. The difference between the U.S. federal income tax rate of 21.0% and RumbleOn’s overall income tax rate for the three and six months ended June 30, 2023 was primarily due to the tax effect of non-deductible executive compensation, non-deductible interest expense, and discrete tax impacts of stock compensation vesting in the quarter. The Company's provision for (benefit from) income taxes on continuing operations for the three months and six months ended June 30, 2022 was $4,852 and $7,487, respectively, representing effective income tax rates of 26.2% and 24.4%, respectively. The difference between the U.S. federal income tax rate of 21.0% and the Company’s overall income tax rate for the three months and six months ended June 30, 2022 was primarily due to income tax expense on non-deductible expenses, valuation allowance expense associated with state net operating losses, and state income taxes, offset by a benefit associated with the change in the Company's effective state income tax rate.

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE	6 Months Ended
EARNINGS (LOSS) PER SHARE	Jun. 30, 2023
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER SHARE	EARNINGS (LOSS) PER SHARE The Company computes basic and diluted earnings (loss) per share attributable to common stockholders in conformity with the two-class method required for participating securities. Basic earnings (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders by the weighed-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share attributable to common stockholders is computed giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, warrants to purchase 1,212,121 shares of Class B Common Stock having an exercise price of $31.50 per share are considered common stock equivalents which are antidilutive for the periods ended June 30, 2023 and 2022. Unvested RSUs have been included in the calculation of diluted earnings per share attributable to common stockholders to the extent the shares would be dilutive. Additionally, the Company’s senior unsecured convertible notes were antidilutive for the periods ended June 30, 2023 and 2022. The weighted average number of shares outstanding of Class A Common Stock and Class B Common Stock, giving effect to all potential dilutive common stock equivalents outstanding, were 50,000 and 16,343,758, and 50,000 and 15,841,346, for the six months ended June 30, 2023 and 2022, respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Promissory Notes In connection with the RideNow Transaction, the Company assumed two promissory notes totaling principal and accrued interest of $2,821 as of August 31, 2021 due to entities controlled by a director and an executive officer of the Company. Amounts due under these two promissory notes have been paid in full as of June 30, 2023 and totaled $791 as of June 30, 2022. RideNow Leases In connection with the RideNow Transaction, the Company entered into related party leases for 24 properties consisting of dealerships and offices. Each related party lease is with a wholly owned subsidiary of the Company as the tenant and an entity controlled by a director and an executive officer of the Company, as the landlord. The initial aggregate base rent payment for all 24 leases was approximately $1,229 per month, and each lease commenced a new 20-year term on September 1, 2021, with each lease containing annual 2% increases on base rent. Rent expense associated with the leases approximated $4,625 and $9,231, and $4,408 and $8,732, during the three and six months ended June 30, 2023 and 2022, respectively, and are included in Selling, General and Administrative expenses in the Condensed Consolidated Statement of Operations. Payments to RideNow Management LLLP The Company made $3 and $6 in payments to RideNow Management LLLP, an entity owned equally by a director and an executive officer during the three and six months ended June 30, 2022. No payments were made during the six months ended June 30, 2023. These payments related to a contract existing at the time of the RideNow Transaction for Sophos Anti-Virus. In addition, the Company paid off a loan to RideNow Management LLLP of approximately $673 on June 27, 2022. Payments to Coulter Management Group LLLP The company made $5 and $10, and $117 and $237 in payments to Coulter Management Group LLLP ("Coulter Management"), an entity owned by a director of the Company, during the three and six months ended June 30, 2023 and 2022. These payments were made to cover certain proportionate costs of the Company, including health plan and IT contract expenses, that were shared among Coulter Management and the RideNow entities for a period of time after the RideNow Transaction date. Bidpath Software License On January 19, 2022, the Audit Committee approved, and the Company entered into two agreements with Bidpath Incorporated, a company owned by Adam Alexander, a former director of the Company, that provides the Company with (i) a perpetual, non-exclusive license to the then-current source code, as well as all future source code, of foundational technology for our inventory management platform, and (ii) support and maintenance services, all of which remain in development as of June 30, 2023. The Company made no cash payments for the license during the three and six months ended June 30, 2023 and $1,080 and $2,160 during the three months and six months ended June 30, 2022, respectively. The Company also pays, on monthly basis since the agreement was signed, $30 for development of the platform. The initial term is thirty-six (36) months but can be terminated by either party at any time by providing sixty (60) days' notice to the other party. On June 30, 2023, the Company notified Bidpath of its intent to terminate the contract. Ready Team Grow, LLC The Company paid $36 and $100, and $56 and $110 to Ready Team Grow, LLC for employee recruiting services during the three and six months ended June 30, 2023 and 2022. Ready Team Grow, LLC is an entity owned by the domestic partner of the Company’s former Chief Executive Officer. Death Benefit to former Chief Financial Officer and Director On September 30, 2021, the Audit Committee approved the issuance of 154,731 shares of the Company’s Class B Common Stock as a gift of a death benefit to the widow and children of the Company's former Chief Financial Officer and Director. Also, on September 30, 2021, the Audit Committee approved a gift of a death benefit to the widow and children of Mr. Berrard in an amount equal to (1) $1,338, which shall be paid in equal weekly installments beginning October 1, 2021 and ending June 30, 2024 and (2) the cash bonus paid to the Company’s Chief Executive Officer each quarter over the same period ending June 30, 2024, if and when paid to the Chief Executive Officer in accordance with the Company’s Executive Incentive Program. A total of $244 and $359, and $281 and $544 in cash payments were made under these awards during the three and six months ended June 30, 2023 and 2022, respectively. Employment of Immediate Family Members William Coulter, a director and former executive officer of the Company, has one immediate family member who was employed by the Company until August 30, 2022. This family member received aggregate gross pay of approximately $75 and $138 for the three and six months ended June 30, 2022, respectively. No payments were made during 2023. Mark Tkach, an executive officer and director of the Company, has two immediate family members that are, or have been, employed by the Company between January 1, 2021, and the date hereof. One of these family members was employed by the Company until February 21, 2022. This family member received aggregate gross pay of approximately $0 and $81, for the three and six months ended June 30, 2022, respectively. No payments were made during 2023. The other family member has received aggregate gross pay of approximately $105 and $232, and $75 and $150 during the three and six months ended June 30, 2023 and 2022, respectively, and grants of restricted stock units with respect to 42,273 shares of Class B Common Stock.

SEGMENT REPORTING

SEGMENT REPORTING	6 Months Ended
SEGMENT REPORTING	Jun. 30, 2023
Segment Reporting [Abstract]
SEGMENT REPORTING	SEGMENT REPORTING Business segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Our operations are organized by management into operating segments by line of business. We have determined that we have two reportable segments as defined in U.S. GAAP for segment reporting: (1) powersports and (2) vehicle logistics. Our powersports segment consists of the distribution principally of new and used motorcycles and other powersports vehicles. Our vehicle logistics segment provides nationwide transportation brokerage services between dealerships and auctions. Information about continuing operations by operating segment for the three and six months ended June 30, 2023 and 2022 were as follows: Powersports Vehicle Logistics Eliminations (1) Total - Continuing Operations Three Months Ended June 30, 2023 Revenue $ 368,308 $ 14,601 $ (178) $ 382,731 Operating income (loss) $ (661) $ 1,480 $ — $ 819 Depreciation and amortization $ 5,258 $ 11 $ — $ 5,269 Interest expense $ (18,326) $ — $ — $ (18,326) Three Months Ended June 30, 2022 Revenue (2) $ 396,665 $ 16,636 $ (1,119) $ 412,182 Operating income (loss) $ 29,820 $ 1,281 $ (55) $ 31,046 Depreciation and amortization $ 5,852 $ 10 $ — $ 5,862 Interest expense $ (12,751) $ — $ — $ (12,751) Six Months Ended June 30, 2023 Revenue $ 687,852 $ 29,600 $ (337) $ 717,115 Operating income (loss) $ (2,804) $ 2,910 $ — $ 106 Depreciation and amortization $ 9,975 $ 21 $ — $ 9,996 Interest expense $ (35,928) $ — $ — $ (35,928) Change in derivative liability $ — $ — $ — $ — Six Months Ended June 30, 2022 Revenue (2) $ 718,818 $ 30,248 $ (2,380) $ 746,686 Operating income (loss) $ 51,588 $ 2,348 $ (48) $ 53,888 Depreciation and amortization $ 10,299 $ 20 $ — $ 10,319 Interest expense $ (23,412) $ (1) $ — $ (23,413) Change in derivative liability $ 39 $ — $ — $ 39 Total assets by operating segment at June 30, 2023 and 2022 were as follows: Powersports Vehicle Logistics Eliminations (1) Continuing Operations Discontinued Operations Total Total assets at June 30, 2023 $ 1,876,666 $ 23,186 $ (863,300) $ 1,036,552 $ 307 $ 1,036,859 Total assets at June 30, 2022 $ 2,028,815 $ 18,672 $ (824,275) $ 1,223,212 $ 48,345 $ 1,271,557 (1) Intercompany investment balances primarily relate to the acquisitions of RideNow, Freedom Entities, Wholesale Inc. and Wholesale Express, and receivables and other balances related to intercompany freight services of Wholesale Express are eliminated in the Condensed Consolidated Balance Sheets. Revenue and costs for these intercompany freight services have been eliminated in the Condensed Consolidated Statements of Operations. (2) Amount for Powersports for 2022 have been adjusted by $18.1 million and $32.8 million, respectively for three and six months ended June 30, 2022. See "Correction of an Immaterial Misstatement Related to Prior Periods" in Note 1.

DISCONTINUED OPERATIONS AND ASS

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE	6 Months Ended
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE	Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE	DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE Discontinued Operations In the fourth quarter of 2022, the Company announced plans to wind down its automotive business. As of June 30, 2023, the Company has completed all substantial activities pertaining to the wind down of its automotive business, which represents a strategic shift having a major effect on our operations and financial results. We have classified all direct revenues, costs, and expenses related to commercial operations of the wholesale automotive business, within income (loss) from discontinued operations, net of tax, in the Condensed Consolidated Statements of Operations for all periods presented. We have not allocated any amounts for shared general and administrative operating support expenses to discontinued operations. While ASC 205-20 does not explicitly require assets and liabilities of a discontinued operation to be separately presented in prior periods when the disposal is other than by sale, we have presented related assets and liabilities as assets and liabilities of discontinued operations in our Condensed Consolidated Balance Sheets as of December 31, 2022. The results of operations from discontinued operations for three and six months ended June 30, 2023 and June 30, 2022 have been reflected as discontinued operations in the Condensed Consolidated Statements of Operations and consist of the following: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Income (loss) from operations of discontinued Automotive segment $ (878) 404 (1,100) $ (294) Income tax provision (benefit) (123) 18 (149) (237) Income (loss) from discontinued operations $ (755) $ 386 $ (951) $ (57) The following table presents the carrying amounts of the classes of assets and liabilities of discontinued operations as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Cash $ — $ 1,816 Accounts receivable, net 272 1,311 Inventory — 8,248 Prepaid expense and other current assets — 2 Other assets 35 23 Total assets of discontinued operations $ 307 $ 11,400 Accounts payable and accrued expenses $ 714 $ 3,137 Vehicle floor plan payable — 5,254 Accrued interest payable — 43 Total liabilities of discontinued operations $ 714 $ 8,434 Assets Held For Sale The Company classifies its assets to be sold as held for sale in the period (i) it has approved and committed to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated; (iv) the sale of the asset is probable; (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Oaktree Credit Agreement On August 9, 2023, the Company entered into an agreement to amend its term loan with Oaktree Capital. See Note 5. Stock Incentive Plan At the Annual Shareholder Meeting which took place on July 14, 2023, the shareholders voted to increase the number of Class B Common Stock shares available under the Stock Incentive Plan referred to in Note 7. The current amount of share available under the Stock Incentive Plan after the increase is 3,291,461 shares, an increase of 591,461 shares.

DESCRIPTION OF BUSINESS AND S_2

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim information and with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Condensed Consolidated Financial Statements include the accounts of RumbleOn, Inc. and its subsidiaries, which are all wholly owned, including RideNow and the Freedom Entities from the respective dates these businesses were acquired. In accordance with those rules and regulations, the Company has omitted certain information and notes required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the Condensed Consolidated Financial Statements contain all adjustments, except as otherwise noted, necessary for the fair presentation of the Company’s financial position and results of operations for the periods presented. The year-end condensed balance sheet data was derived from audited financial statements. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results expected for the entire fiscal year. All intercompany accounts and material intercompany transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of these Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions, and
Correction of an Immaterial Misstatement Related to Prior Periods	Correction of an Immaterial Misstatement Related to Prior Periods During the quarter ended December 31, 2022, the Company identified a misstatement in its accounting for internal powersports revenue and internal powersports cost of sales, which were included in the consolidated statements of operations rather than being eliminated, which resulted in an overstatement of both revenue and cost of sales, with no impact to gross profit, operating income (loss), or net income (loss). The misstatement impacted the unaudited Condensed Consolidated Financial Statements for the three month periods ended March 31, 2022, June 30, 2022, and September 30, 2022.
Recent Pronouncements	Recent Pronouncements Adoption of New Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 on January 1, 2023. The standard did not have a material impact on the Company's Condensed Consolidated Financial Statements for the six months ended June 30, 2023. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. Additionally, entities can elect to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain conditions are met. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” This ASU refines the scope of ASC 848 and clarifies some of its guidance as part of the Board's monitoring of global reference rate reform activities. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities. In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848." This ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. These new standards were effective upon issuance and generally can be applied to applicable contract modifications. Our senior secured debt and most of our floorplan arrangements have transitioned from LIBOR to the use of SOFR or an alternative benchmark rate as of June 30, 2023.
Accounting for Business Combinations	Accounting for Business Combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and other fair value adjustments with respect to certain assets acquired and liabilities assumed. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our Condensed Consolidated Statements of Operations. We use the income approach to determine the fair value of certain identifiable intangible assets including franchise rights. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. We base our assumptions on estimates of future cash flows, expected growth rates, etc. We base the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. We believe the estimated purchased franchise rights and non-compete intangible asset amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets.
Assets Held for Sale	Assets Held for Sale We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is probable and we expect the completed sale will occur within one year; and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying amount or its estimated fair value, less estimated costs to sell, and we cease depreciation .

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	6 Months Ended
ACQUISITIONS (Tables)	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Business Acquisitions, by Acquisition	The following table summarizes the final components of consideration transferred by the Company for the Freedom Transaction: Cash $ 70,569 Class B Common Stock 26,511 Acquiree transaction expenses paid by the Company at closing 157 Total purchase price consideration $ 97,237
Schedule of Business Acquisition, Pro Forma Information	The following unaudited pro forma financial information presents consolidated information of the Company as if the Freedom Transaction was completed at December 31, 2021. Six Months Ended June 30, 2023 2022 (unaudited) Pro forma revenue from continuing operations $ 717,115 $ 770,396 Pro forma net income (loss) from continuing operations $ (29,539) $ 23,387 Earnings (loss) per share from continuing operations - basic $ (1.81) $ 1.48 Weighted average number of shares - basic 16,343,758 15,778,461 Earnings (loss) per share from continuing operations - fully diluted $ (1.81) $ 1.48 Weighted average number of shares - fully diluted 16,343,758 15,841,346

LEASES (Tables)

LEASES (Tables)	6 Months Ended
LEASES (Tables)	Jun. 30, 2023
Leases [Abstract]
Schedule of Lease, Cost	The following table reflects the balance sheet presentation of our lease assets and liabilities: Leases Classification June 30, 2023 December 31, 2022 Assets: Operating Right-of-use assets $ 170,733 $ 161,822 Total right-of-use assets $ 170,733 $ 161,822 Liabilities: Current: Operating Accounts payable and other current liabilities $ 24,591 $ 24,075 Non-Current: Operating Long-term portion of operating lease liabilities 138,282 126,695 Total lease liabilities $ 162,873 $ 150,770 The weighted-average remaining lease term and discount rate for the Company's operating leases are as follows: June 30, 2023 December 31, 2022 Weighted average lease term-operating leases 14.0 years 14.6 years Weighted average discount rate-operating leases 14.0% 14.0% The following table provides information related to the lease costs of finance and operating leases for the three and six months ended June 30, 2023 and 2022: Lease Expense Income Statement Classification Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating Selling, general and administrative expenses $ 8,525 $ 7,565 $ 16,674 $ 14,428 Finance: Amortization of ROU assets Depreciation and amortization expense — — — 41 Interest on lease liabilities Interest expense — — — 124 Total lease costs $ 8,525 $ 7,565 $ 16,674 $ 14,593 In connection with the acquisition of the RideNow companies on August 31, 2021 (the "RideNow Transaction"), the Company entered into related party leases for 24 properties. The following table provides information related to the portion of lease assets and liabilities which are attributable to related party leases at June 30, 2023: Leases Balance Sheet Classification June 30, 2023 December 31, 2022 Assets: Right of use assets – related party $ 104,376 $ 105,264 All other right-of-use assets 66,357 56,558 Total Right-of-use assets $ 170,733 $ 161,822 Liabilities: Current: Current portion of lease liabilities – related party $ 13,997 $ 14,492 Current portion of lease liabilities – all other leases 10,594 9,583 Total Accounts payable and other current liabilities $ 24,591 $ 24,075 Non-Current: Long-term portion of lease liabilities – related party 96,538 93,713 Long-term portion of lease liabilities – all other leases 41,744 32,982 Total Operating lease liabilities $ 138,282 $ 126,695 Total lease liabilities $ 162,873 $ 150,770 Supplemental cash flow information related to operating leases for the six months ended June 30, 2023 and 2022 was as follows: Six Months Ended June 30, 2023 2022 Cash payments for operating leases $ 14,244 $ 12,240 ROU assets obtained in exchange for new operating lease liabilities $ 14,383 $ 15,103
Schedule of Lessee, Operating Lease, Liability, Maturity	The following table summarizes the future minimum payments for operating leases at June 30, 2023 due in each year ending December 31: Year Operating Leases 2023 $ 15,394 2024 30,314 2025 28,601 2026 26,927 2027 26,131 Thereafter 282,415 Total lease payments 409,782 Less: imputed interest (246,909) Present value of operating lease liabilities $ 162,873

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	6 Months Ended
GOODWILL AND INTANGIBLE ASSETS (Tables)	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill and Intangible Assets	The carrying amount of goodwill, franchise rights, and other intangible assets as of June 30, 2023 and December 31, 2022 is as follows: June 30, 2023 December 31, 2022 Goodwill $ 23,897 $ 21,142 Other intangible assets Franchise rights - indefinite life $ 236,678 $ 236,723 Definite lived - non-compete agreements and other 23,795 23,750 260,473 260,473 Less: accumulated amortization 18,086 13,060 Intangible assets, net $ 242,387 $ 247,413
Schedule of Goodwill	The following summarizes the changes in the carrying amount of goodwill by reportable segment from December 31, 2022 to June 30, 2023. Powersports Vehicle Logistics Total Balance at December 31, 2022 $ 20,294 $ 848 $ 21,142 Acquisition of store in Tallahassee, FL 2,600 — 2,600 Four Wheels purchase accounting adjustments (106) — (106) Freedom Powersports purchase accounting adjustments 261 — 261 Balance at June 30, 2023 $ 23,049 $ 848 $ 23,897
Schedule of Finite-lived Intangible Assets Amortization Expense	Estimated annual amortization expense related to other intangibles: 2023 $ 2,886 2024 2,653 2025 99 Thereafter — $ 5,638

NOTES PAYABLE AND LINES OF CR_2

NOTES PAYABLE AND LINES OF CREDIT (Tables)	6 Months Ended
NOTES PAYABLE AND LINES OF CREDIT (Tables)	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Debt	Notes payable consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Term Loan Credit Agreement maturing on August 31, 2026. Amortization payments are required quarterly. Interest rate at June 30, 2023 was 13.41%. $ 344,431 $ 346,066 ROF Consumer Finance Facility maturing on February 4, 2025. Interest rate at June 30, 2023 was 10.17%. 18,030 25,000 Notes payable for leasehold improvements and other 752 — Total principal amount 363,213 371,066 Less: unamortized debt issuance costs (21,668) (28,572) Total long-term debt 341,545 342,494 Less: Current portion of long-term debt (18,186) (3,645) Long-term debt, net of current portion $ 323,359 $ 338,849 Floor plan notes payable as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Floor plans notes payable - trade $ 74,331 $ 75,387 Floor plans notes payable - non-trade 172,107 144,789 Floor plan notes payable $ 246,438 $ 220,176

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)	6 Months Ended
CONVERTIBLE NOTES (Tables)	Jun. 30, 2023
Debt Disclosure [Abstract]
Convertible Debt	As of June 30, 2023 and December 31, 2022, the outstanding convertible senior notes net of debt discount and issue costs are summarized as follows: June 30, 2023 December 31, 2022 Principal Amount Debt Discount Carrying Amount Principal Amount Debt Discount Carrying Amount Convertible senior notes $ 38,750 $ (5,356) $ 33,394 $ 38,750 $ (6,860) $ 31,890 Less: Current portion — — — — — — Long-term portion $ 38,750 $ (5,356) $ 33,394 $ 38,750 $ (6,860) $ 31,890
Interest Income and Interest Expense Disclosure	nterest expense recognized with respect to the Notes for the three and six months ended June 30, 2023 and 2022 was as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Contractual interest expense $ 657 $ 657 $ 1,314 $ 1,313 Amortization of debt discount 765 644 1,498 1,262 Total interest expense $ 1,422 $ 1,301 $ 2,812 $ 2,575

STOCKHOLDER'S EQUITY (Tables)

STOCKHOLDER'S EQUITY (Tables)	6 Months Ended
STOCKHOLDER'S EQUITY (Tables)	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-based Payment Arrangement, Cost by Plan	The following table reflects the stock-based compensation for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Restricted Stock Units $ 4,910 $ 2,753 $ 7,821 $ 4,632 Stock Options — — — — Total stock-based compensation $ 4,910 $ 2,753 $ 7,821 $ 4,632

SUPPLEMENTAL CASH FLOW INFORM_2

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	6 Months Ended
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	Jun. 30, 2023
Supplemental Cash Flow Information [Abstract]
Schedule of Cash Flow, Supplemental Disclosures	The following table includes supplemental cash flow information, including noncash investing and financing activity for the six months ended June 30, 2023 and 2022: Six Months Ended June 30, 2023 2022 Cash paid for interest $ 31,125 $ 21,775 Cash paid for taxes $ 893 $ 4,875 Capital expenditures and technology development costs included in accounts payable and other current liabilities $ 309 $ 1,500 Capital expenditures included in line of credit and notes payable $ 752 $ — Fair value of 1,048,718 Class B Common Stock issued in the Freedom Transaction $ — $ 26,511
Schedule of Restrictions on Cash and Cash Equivalents	The following table shows the cash and restricted cash reported within the accompanying Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Cash $ 44,373 $ 48,579 Restricted cash (1) 12,776 10,000 Total cash, cash equivalents, and restricted cash $ 57,149 $ 58,579 (1) Amounts included in restricted cash are primarily comprised of the deposits required under the Company's various floor plan lines of credit and ROF Consumer Finance Facility.

SEGMENT REPORTING (Tables)

SEGMENT REPORTING (Tables)	6 Months Ended
SEGMENT REPORTING (Tables)	Jun. 30, 2023
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment	Information about continuing operations by operating segment for the three and six months ended June 30, 2023 and 2022 were as follows: Powersports Vehicle Logistics Eliminations (1) Total - Continuing Operations Three Months Ended June 30, 2023 Revenue $ 368,308 $ 14,601 $ (178) $ 382,731 Operating income (loss) $ (661) $ 1,480 $ — $ 819 Depreciation and amortization $ 5,258 $ 11 $ — $ 5,269 Interest expense $ (18,326) $ — $ — $ (18,326) Three Months Ended June 30, 2022 Revenue (2) $ 396,665 $ 16,636 $ (1,119) $ 412,182 Operating income (loss) $ 29,820 $ 1,281 $ (55) $ 31,046 Depreciation and amortization $ 5,852 $ 10 $ — $ 5,862 Interest expense $ (12,751) $ — $ — $ (12,751) Six Months Ended June 30, 2023 Revenue $ 687,852 $ 29,600 $ (337) $ 717,115 Operating income (loss) $ (2,804) $ 2,910 $ — $ 106 Depreciation and amortization $ 9,975 $ 21 $ — $ 9,996 Interest expense $ (35,928) $ — $ — $ (35,928) Change in derivative liability $ — $ — $ — $ — Six Months Ended June 30, 2022 Revenue (2) $ 718,818 $ 30,248 $ (2,380) $ 746,686 Operating income (loss) $ 51,588 $ 2,348 $ (48) $ 53,888 Depreciation and amortization $ 10,299 $ 20 $ — $ 10,319 Interest expense $ (23,412) $ (1) $ — $ (23,413) Change in derivative liability $ 39 $ — $ — $ 39 Total assets by operating segment at June 30, 2023 and 2022 were as follows: Powersports Vehicle Logistics Eliminations (1) Continuing Operations Discontinued Operations Total Total assets at June 30, 2023 $ 1,876,666 $ 23,186 $ (863,300) $ 1,036,552 $ 307 $ 1,036,859 Total assets at June 30, 2022 $ 2,028,815 $ 18,672 $ (824,275) $ 1,223,212 $ 48,345 $ 1,271,557 (1) Intercompany investment balances primarily relate to the acquisitions of RideNow, Freedom Entities, Wholesale Inc. and Wholesale Express, and receivables and other balances related to intercompany freight services of Wholesale Express are eliminated in the Condensed Consolidated Balance Sheets. Revenue and costs for these intercompany freight services have been eliminated in the Condensed Consolidated Statements of Operations. (2) Amount for Powersports for 2022 have been adjusted by $18.1 million and $32.8 million, respectively for three and six months ended June 30, 2022. See "Correction of an Immaterial Misstatement Related to Prior Periods" in Note 1.

DISCONTINUED OPERATIONS AND A_2

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Tables)	6 Months Ended
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE (Tables)	Jun. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Results of Operations from Discontinued Operations	The results of operations from discontinued operations for three and six months ended June 30, 2023 and June 30, 2022 have been reflected as discontinued operations in the Condensed Consolidated Statements of Operations and consist of the following: Three Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Income (loss) from operations of discontinued Automotive segment $ (878) 404 (1,100) $ (294) Income tax provision (benefit) (123) 18 (149) (237) Income (loss) from discontinued operations $ (755) $ 386 $ (951) $ (57) The following table presents the carrying amounts of the classes of assets and liabilities of discontinued operations as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Cash $ — $ 1,816 Accounts receivable, net 272 1,311 Inventory — 8,248 Prepaid expense and other current assets — 2 Other assets 35 23 Total assets of discontinued operations $ 307 $ 11,400 Accounts payable and accrued expenses $ 714 $ 3,137 Vehicle floor plan payable — 5,254 Accrued interest payable — 43 Total liabilities of discontinued operations $ 714 $ 8,434

DESCRIPTION OF BUSINESS AND S_3

DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) retailLocation	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) retailLocation	Jun. 30, 2022 USD ($)	Aug. 09, 2023 USD ($)	Aug. 08, 2023 USD ($)
Business Acquisition [Line Items]
Decrease in revenue	$ (382,731)	$ (412,182)	$ (717,115)	$ (746,686)
Cost of revenue	$ (276,330)	(279,041)	$ (520,413)	(511,874)
Subsequent Event \| Term Loan Credit Agreement
Business Acquisition [Line Items]
Equity raise					$ 100,000
Binding commitment					$ 100,000	$ 100,000
Revision of prior period, adjustment
Business Acquisition [Line Items]
Decrease in revenue		18,100		32,800
Cost of revenue		18,094		32,813
Powersports vehicles \| Revision of prior period, adjustment
Business Acquisition [Line Items]
Decrease in revenue		$ 18,094		$ 32,813
Freedom Transaction
Business Acquisition [Line Items]
Number of retail locations \| retailLocation	13		13

ACQUISITIONS - Narrative (Detai

ACQUISITIONS - Narrative (Details) $ in Thousands	Mar. 03, 2023 USD ($) originalEquipmentManufacturer	Jun. 22, 2022 shares	Feb. 18, 2022 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 23,897	$ 21,142
Freedom Transaction
Business Acquisition [Line Items]
Percentage of voting interests acquired			100%
Business combination, consideration transferred			$ 97,237
Consideration transferred, cash and certain transaction expenses			$ 70,569
Business acquisition, number of shares issued to acquire business (in shares) \| shares			1,048,718
Equity interests issuance			$ 26,511
Shares returned related to business acquisition (in shares) \| shares		2,446
Goodwill			$ 29,359
Red Hills Powersports
Business Acquisition [Line Items]
Business combination, consideration transferred	$ 3,300
Number of OEM's acquired \| originalEquipmentManufacturer	10

ACQUISITIONS - Purchase Price C

ACQUISITIONS - Purchase Price Consideration (Details) - Freedom Transaction $ in Thousands	Feb. 18, 2022 USD ($)
Business Acquisition [Line Items]
Cash	$ 70,569
Class B Common Stock	26,511
Acquiree transaction expenses paid by the Company at closing	157
Total purchase price consideration	$ 97,237

ACQUISITIONS - Pro Forma Inform

ACQUISITIONS - Pro Forma Information (Details) - Freedom Transaction - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Pro forma revenue from continuing operations	$ 717,115	$ 770,396
Pro forma net income (loss) from continuing operations	$ (29,539)	$ 23,387
Earnings (loss) per share from continuing operations - basic (in dollars per share)	$ (1.81)	$ 1.48
Weighted-average number of shares - basic (in shares)	16,343,758	15,778,461
Earnings (loss) per share from continuing operations - fully diluted (in dollars per share)	$ (1.81)	$ 1.48
Weighted average number of shares diluted (in shares)	16,343,758	15,841,346,000

LEASES - Balance Sheet Classifi

LEASES - Balance Sheet Classification (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Leases, Operating [Abstract]
Right-of-use assets	$ 170,733	$ 161,822
Accounts payable and other current liabilities	24,591	24,075
Operating lease liabilities, noncurrent	138,282	126,695
Total lease liabilities	$ 162,873	$ 150,770
Operating lease, liability, current, statement of financial position	Accounts payable and other current liabilities	Accounts payable and other current liabilities

LEASES - Lease Details (Details

LEASES - Lease Details (Details)	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average lease term-operating leases	14 years	14 years 7 months 6 days
Weighted average discount rate-operating leases	14%	14%

LEASES - Lease Costs (Details)

LEASES - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
LEASES - Lease Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Operating	$ 8,525	$ 7,565	$ 16,674	$ 14,428
Amortization of ROU assets	0	0	0	41
Interest on lease liabilities	0	0	0	124
Total lease costs	$ 8,525	$ 7,565	$ 16,674	$ 14,593

LEASES - Related Parties Balanc

LEASES - Related Parties Balance Sheet Classification (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Aug. 31, 2021 lease
Lessee, Lease, Description [Line Items]
Right-of-use assets	$ 170,733	$ 161,822
Accounts payable and other current liabilities	24,591	24,075
Operating lease liabilities, noncurrent	138,282	126,695
Total lease liabilities	162,873	150,770
Related Party
Lessee, Lease, Description [Line Items]
Number of leases \| lease			24
Right-of-use assets	104,376	105,264
Accounts payable and other current liabilities	13,997	14,492
Operating lease liabilities, noncurrent	96,538	93,713
Nonrelated Party
Lessee, Lease, Description [Line Items]
Right-of-use assets	66,357	56,558
Accounts payable and other current liabilities	10,594	9,583
Operating lease liabilities, noncurrent	$ 41,744	$ 32,982

LEASES - Supplemental Cash Flow

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Cash payments for operating leases	$ 14,244	$ 12,240
ROU assets obtained in exchange for new operating lease liabilities	$ 14,383	$ 15,103

LEASES - Maturity Lease Schedul

LEASES - Maturity Lease Schedule (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023	$ 15,394
2024	30,314
2025	28,601
2026	26,927
2027	26,131
Thereafter	282,415
Total lease payments	409,782
Less: imputed interest	(246,909)
Present value of operating lease liabilities	$ 162,873	$ 150,770

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill [Line Items]
Goodwill	$ 23,897	$ 21,142
Other intangible assets	260,473	260,473
Less: accumulated amortization	18,086	13,060
Intangible assets, net	242,387	247,413
Non-compete agreements and other
Goodwill [Line Items]
Other intangible assets	23,795	23,750
Franchise Rights
Goodwill [Line Items]
Other intangible assets	$ 236,678	$ 236,723

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill by Segment (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 21,142
Ending balance	23,897
Store in Tallahassee, Florida
Goodwill [Roll Forward]
Acquisition of store in Tallahassee, FL	2,600
Four Wheels
Goodwill [Roll Forward]
Purchase accounting adjustments	(106)
Freedom Transaction
Goodwill [Roll Forward]
Purchase accounting adjustments	261
Powersports vehicles
Goodwill [Roll Forward]
Beginning balance	20,294
Ending balance	23,049
Powersports vehicles \| Store in Tallahassee, Florida
Goodwill [Roll Forward]
Acquisition of store in Tallahassee, FL	2,600
Powersports vehicles \| Four Wheels
Goodwill [Roll Forward]
Purchase accounting adjustments	(106)
Powersports vehicles \| Freedom Transaction
Goodwill [Roll Forward]
Purchase accounting adjustments	261
Vehicle logistics
Goodwill [Roll Forward]
Beginning balance	848
Ending balance	848
Vehicle logistics \| Store in Tallahassee, Florida
Goodwill [Roll Forward]
Acquisition of store in Tallahassee, FL	0
Vehicle logistics \| Four Wheels
Goodwill [Roll Forward]
Purchase accounting adjustments	0
Vehicle logistics \| Freedom Transaction
Goodwill [Roll Forward]
Purchase accounting adjustments	$ 0

GOODWILL AND INTANGIBLE ASSET_4

GOODWILL AND INTANGIBLE ASSETS - Future Amortization Expense (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 2,886
2024	2,653
2025	99
Thereafter	0
Other intangible assets	$ 5,638

NOTES PAYABLE AND LINES OF CR_3

NOTES PAYABLE AND LINES OF CREDIT - Summary (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total principal amount	$ 363,213	$ 371,066
Less: unamortized debt issuance costs	(21,668)	(28,572)
Total long-term debt	341,545	342,494
Less: Current portion of long-term debt	(18,186)	(3,645)
Long-term debt, net of current portion	323,359	338,849
Term Loan Credit Agreement
Debt Instrument [Line Items]
Total principal amount	$ 344,431	346,066
Term Loan Credit Agreement \| Base Rate
Debt Instrument [Line Items]
Effective interest rate (in percent)	13.41%
ROV SPV
Debt Instrument [Line Items]
Total principal amount	$ 18,030	25,000
ROV SPV \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Variable interest rate	10.17%
Notes payable for leasehold improvements and other
Debt Instrument [Line Items]
Total principal amount	$ 752	$ 0

NOTES PAYABLE AND LINES OF CR_4

NOTES PAYABLE AND LINES OF CREDIT - Floor Plan Notes Payable (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Floor plan notes payable	$ 246,438	$ 220,176
Floor plans notes payable - trade
Debt Instrument [Line Items]
Floor plan notes payable	74,331	75,387
Floor plans notes payable - non-trade
Debt Instrument [Line Items]
Floor plan notes payable	$ 172,107	$ 144,789

NOTES PAYABLE AND LINES OF CR_5

NOTES PAYABLE AND LINES OF CREDIT - Narrative (Details) - USD ($)				3 Months Ended			6 Months Ended
	Aug. 09, 2023	Feb. 18, 2022	Aug. 31, 2021	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Feb. 04, 2022	Mar. 15, 2021
Debt Instrument [Line Items]
Interest expense				$ 18,326,000		$ 12,751,000	$ 35,928,000	$ 23,413,000
Term Loan Credit Agreement
Debt Instrument [Line Items]
Debt discount				21,668,000			21,668,000
Interest accrual percentage			0.50%
Paid-in-kind interest percent (in percent)			1%
Interest expense				13,353,000		11,009,000	26,295,000	19,700,000
Amortization of debt issuance costs and discounts				$ 1,672,000		$ 1,960,000	$ 3,260,000	$ 3,236,000
Term Loan Credit Agreement \| Subsequent Event
Debt Instrument [Line Items]
Equity raise	$ 100,000,000
Debt covenant, warrants to be issued (in shares)	1,212,121
Debt covenant, warrants to be issued share price (in dollars per share)	$ 12
Term Loan Credit Agreement \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable interest rate (in percent)			1%
Term Loan Credit Agreement \| Base Rate
Debt Instrument [Line Items]
Effective interest rate (in percent)				13.41%			13.41%
Term Loan Credit Agreement \| Base Rate \| Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Variable interest rate (in percent)			8.25%
Term Loan Credit Agreement \| Base Rate \| Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Variable interest rate (in percent)			7.25%
Term Loan Credit Agreement \| Warrant
Debt Instrument [Line Items]
Warrants and rights outstanding										$ 10,950,000
RumbleOn Finance Line of Credit
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity									$ 25,000,000
Amount drawn on loan facility				$ 18,030,000			$ 18,030,000
Loan receivable assets, net of allowance for loan losses				24,883,000			24,883,000
Line of Credit \| Initial Term Loan Facility
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity			$ 280,000,000
Line of Credit \| Delayed Draw Term Loan Facility
Debt Instrument [Line Items]
Line of credit, maximum borrowing capacity			$ 120,000,000
Delayed availability period			6 months
Total availability period			18 months
Warrants and rights outstanding										$ 40,000,000
Line of Credit \| Oaktree Credit Agreement
Debt Instrument [Line Items]
Proceeds from line of credits		$ 84,500,000
Repayments of lines of credit					$ 15,000
Line of Credit \| J.P. Morgan Credit Line
Debt Instrument [Line Items]
Interest expense				421,000			808,000
Amount drawn on loan facility				27,104,000			27,104,000
Line of credit facility, current borrowing capacity				$ 75,000,000			$ 75,000,000

CONVERTIBLE NOTES - Schedule of

CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Principal Amount, Current portion	$ 0	$ 0
Debt Discount, Current portion	0	0
Carrying Amount, Current portion	0	0
Principal Amount, Long-term portion	38,750	38,750
Debt Discount, Long-term portion	(5,356)	(6,860)
Carrying Amount, Long-term portion	33,394	31,890
Convertible senior notes
Principal Amount	38,750	38,750
Debt Discount	(5,356)	(6,860)
Carrying Amount	$ 33,394	$ 31,890

CONVERTIBLE NOTES - Narrative (

CONVERTIBLE NOTES - Narrative (Details)	Jan. 14, 2020 tradingDay $ / shares
RumbleOn, Inc. \| Common Class B \| JMP Securities LLC
Debt Instrument [Line Items]
Noncontrolling interest, ownership	4.99%
Convertible Senior Notes
Debt Instrument [Line Items]
Interest rate	6.75%
Debt instrument, convertible, conversion ratio	0.25
Debt instrument conversion price (in dollars per share) \| $ / shares	$ 40
Debt instrument, ownership percentage	25%
Debt instrument, debt default amount payable, percent	100%
Debt instrument, convertible, threshold percentage of stock price trigger	130%
Debt instrument, convertible, threshold trading days	20
Debt instrument, convertible, threshold consecutive trading days	30
Debt instrument, redemption price, percentage	100%
Convertible Senior Notes \| Maximum
Debt Instrument [Line Items]
Debt instrument, convertible, conversion ratio	0.62

CONVERTIBLE NOTES- Interest Exp

CONVERTIBLE NOTES- Interest Expense Schedule (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Debt Disclosure [Abstract]
Contractual interest expense	$ 657	$ 657	$ 1,314	$ 1,313
Amortization of debt discounts	765	644	1,498	1,262
Total	$ 1,422	$ 1,301	$ 2,812	$ 2,575

STOCKHOLDER'S EQUITY - Narrativ

STOCKHOLDER'S EQUITY - Narrative (Details) - USD ($) $ in Thousands			6 Months Ended
	Jun. 22, 2022	Feb. 18, 2022	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years
RSUs outstanding (in shares)			951,600
Unrecognized stock based compensations related to outstanding awards			$ 13,346
Period for recognition for awards not yet recognized			22 months
Freedom Transaction
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Business acquisition, number of shares issued to acquire business (in shares)		1,048,718
Equity interests issuance		$ 26,511
Shares returned related to business acquisition (in shares)	2,446
Common Class B
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for issuance under the Plan (in shares)			2,700,000

STOCKHOLDER'S EQUITY - Stock-Ba

STOCKHOLDER'S EQUITY - Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]
Restricted Stock Units	$ 4,910	$ 2,753	$ 7,821	$ 4,632
Stock Options	0	0	0	0
Total stock-based compensation	$ 4,910	$ 2,753	$ 7,821	$ 4,632

SUPPLEMENTAL CASH FLOW INFORM_3

SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands		6 Months Ended
	Feb. 18, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Cash paid for interest		$ 31,125	$ 21,775
Cash paid for taxes		893	4,875
Capital expenditures and technology development costs included in accounts payable and other current liabilities		309	1,500
Capital expenditures included in line of credit and notes payable		752	0
Fair value of 1,048,718 Class B Common Stock issued in the Freedom Transaction		$ 0	$ 26,511
Freedom Transaction
Business Acquisition [Line Items]
Business acquisition, number of shares issued to acquire business (in shares)	1,048,718

SUPPLEMENTAL CASH FLOW INFORM_4

SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Supplemental Cash Flow Information [Abstract]
Cash	$ 44,373	$ 48,579
Restricted cash	12,776	10,000
Total cash, cash equivalents, and restricted cash	$ 57,149	$ 58,579	$ 77,682	$ 51,974

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (4,573)	$ 4,852	$ (6,150)	$ 7,487
Effective income tax rate (in percent)	26.30%	26.20%	17.20%	24.40%

EARNINGS (LOSS) PER SHARE (Deta

EARNINGS (LOSS) PER SHARE (Details) - $ / shares	3 Months Ended		6 Months Ended
EARNINGS (LOSS) PER SHARE (Details) - $ / shares	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding - basic (in shares)	16,462,079	16,059,288	16,343,758	15,778,461
Weighted average number of common shares outstanding - diluted (in shares)	16,462,079	16,095,862	16,343,758	15,841,346
Common Class A
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding - basic (in shares)			50,000	50,000
Weighted average number of common shares outstanding - diluted (in shares)			50,000	50,000
Common Class B
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding - basic (in shares)			16,343,758	15,841,346
Weighted average number of common shares outstanding - diluted (in shares)			16,343,758	15,841,346
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)			1,212,121	1,212,121
Antidilutive securities excluded from computation of earnings per share (in dollars per share)			$ 31.50	$ 31.50

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)					3 Months Ended		6 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Jun. 27, 2022 USD ($)	Jan. 19, 2022 USD ($) agreement	Sep. 30, 2021 USD ($) shares	Aug. 31, 2021 USD ($) lease note	Jun. 30, 2023 USD ($) familyMember note	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) familyMember note shares	Jun. 30, 2022 USD ($)
RideNow Management LLLP
Related Party Transaction [Line Items]
Payments to affiliated entity						$ 3,000	$ 0	$ 6,000
Coulter Management Group LLLP
Related Party Transaction [Line Items]
Payments to affiliated entity					$ 5,000	10,000	117,000	237,000
Ready Team Grow, LLC
Related Party Transaction [Line Items]
Payments to affiliated entity					$ 36,000	56,000	$ 100,000	110,000
Related Party
Related Party Transaction [Line Items]
Number of promissory notes \| note				2	2		2
Accrued interest				$ 2,821,000		791,000		791,000
Number of leases \| lease				24
Operating lease, monthly cost				$ 1,229,000
Operating lease term				20 years
Operating lease, increase in rent, percent				2%
Operating lease expense					$ 4,625,000	4,408,000	$ 9,231,000	8,732,000
Equal installment amounts			$ 1,338,000
Share-based payment arrangement, expense					244,000	359,000	281,000	544,000
Related Party \| RideNow Management LLLP
Related Party Transaction [Line Items]
Payments for loans	$ 673,000
Related Party \| Bidpath Incorporated
Related Party Transaction [Line Items]
Number of agreements \| agreement		2
Payment for license fees					$ 0	1,080,000	$ 0	2,160,000
Monthly support and maintenance fees		$ 30,000
License agreement term		36 months
License agreement termination notice		60 days
Related Party \| Common Class B
Related Party Transaction [Line Items]
Shares issued in period (in shares) \| shares			154,731
Immediate Family Member of Management or Principal Owner \| Family Of William Coulter
Related Party Transaction [Line Items]
Number of immediate family members \| familyMember					1		1
Gross pay						75,000	$ 0	138,000
Immediate Family Member of Management or Principal Owner \| Family Of Mark Tkach
Related Party Transaction [Line Items]
Number of immediate family members \| familyMember					2		2
Immediate Family Member of Management or Principal Owner \| Mark Tkach Family Member One
Related Party Transaction [Line Items]
Number of immediate family members \| familyMember					1		1
Gross pay					$ 0	0	$ 0	81,000
Immediate Family Member of Management or Principal Owner \| Mark Tkach Family Member Two
Related Party Transaction [Line Items]
Gross pay					$ 105,000	$ 75,000	$ 232,000	$ 150,000
Immediate Family Member of Management or Principal Owner \| Common Class B \| Mark Tkach Family Member Two
Related Party Transaction [Line Items]
Shares granted in period (in shares) \| shares							42,273

SEGMENT REPORTING - Narrative (

SEGMENT REPORTING - Narrative (Details)	6 Months Ended
SEGMENT REPORTING - Narrative (Details)	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

SEGMENT REPORTING - Schedule of

SEGMENT REPORTING - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Revenue	$ 382,731	$ 412,182	$ 717,115	$ 746,686
Operating income (loss)	819	31,046	106	53,888
Depreciation and amortization	5,269	5,862	9,996	10,319
Interest expense	(18,326)	(12,751)	(35,928)	(23,413)
Change in derivative liability	0	0	0	39
Total assets	1,036,859	1,271,557	1,036,859	1,271,557	$ 1,027,210
Revision of prior period, adjustment
Segment Reporting Information [Line Items]
Revenue		(18,100)		(32,800)
Total - Continuing Operations
Segment Reporting Information [Line Items]
Total assets	1,036,552	1,223,212	1,036,552	1,223,212
Discontinued Operations
Segment Reporting Information [Line Items]
Total assets	307	48,345	307	48,345
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenue	(178)	(1,119)	(337)	(2,380)
Operating income (loss)	0	(55)	0	(48)
Depreciation and amortization	0	0	0	0
Interest expense	0	0	0	0
Change in derivative liability			0	0
Intersegment Eliminations \| Total - Continuing Operations
Segment Reporting Information [Line Items]
Total assets	(863,300)	(824,275)	(863,300)	(824,275)
Powersports vehicles \| Revision of prior period, adjustment
Segment Reporting Information [Line Items]
Revenue		(18,094)		(32,813)
Powersports vehicles \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	368,308	396,665	687,852	718,818
Operating income (loss)	(661)	29,820	(2,804)	51,588
Depreciation and amortization	5,258	5,852	9,975	10,299
Interest expense	(18,326)	(12,751)	(35,928)	(23,412)
Change in derivative liability			0	39
Powersports vehicles \| Operating Segments \| Total - Continuing Operations
Segment Reporting Information [Line Items]
Total assets	1,876,666	2,028,815	1,876,666	2,028,815
Vehicle Logistics \| Operating Segments
Segment Reporting Information [Line Items]
Revenue	14,601	16,636	29,600	30,248
Operating income (loss)	1,480	1,281	2,910	2,348
Depreciation and amortization	11	10	21	20
Interest expense	0	0	0	(1)
Change in derivative liability			0	0
Vehicle Logistics \| Operating Segments \| Total - Continuing Operations
Segment Reporting Information [Line Items]
Total assets	$ 23,186	$ 18,672	$ 23,186	$ 18,672

DISCONTINUED OPERATIONS AND A_3

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE - Consolidated Statements Of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from operations of discontinued Automotive segment	$ (878)	$ 404	$ (1,100)	$ (294)
Income tax provision (benefit) from discontinued operations	(123)	18	(149)	(237)
Income (loss) from discontinued operations, net	(755)	386	(951)	(57)
Discontinued Operations, Disposed of by Means Other than Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income (loss) from operations of discontinued Automotive segment	(878)	404	(1,100)	(294)
Income tax provision (benefit) from discontinued operations	(123)	18	(149)	(237)
Income (loss) from discontinued operations, net	$ (755)	$ 386	$ (951)	$ (57)

DISCONTINUED OPERATIONS AND A_4

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE - Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract]
Total liabilities of discontinued operations	$ 714	$ 8,434
Discontinued Operations, Disposed of by Means Other than Sale
Disposal Group, Including Discontinued Operation, Assets [Abstract]
Cash	0	1,816
Accounts receivable, net	272	1,311
Inventory	0	8,248
Prepaid expense and other current assets	0	2
Other assets	35	23
Total assets of discontinued operations	307	11,400
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract]
Accounts payable and accrued expenses	714	3,137
Vehicle floor plan payable	0	5,254
Accrued interest payable	0	43
Total liabilities of discontinued operations	$ 714	$ 8,434

DISCONTINUED OPERATIONS AND A_5

DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE - Narrative (Details) - RumbleOn Finance Line of Credit $ in Thousands	Jun. 30, 2023 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loan receivable assets, net of allowance for loan losses	$ 24,883
Amount drawn on loan facility	$ 18,030

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event	Jul. 14, 2023 shares
Subsequent Event [Line Items]
Shares authorized for issuance under the Plan (in shares)	3,291,461
Increase of shares under plan (in shares)	591,461